Directors Report of Hindustan Flurocarbons Ltd.

The Directors are glad to present the 32nd Annual Report of the
company together with Audited Annual Accounts for the year ended 31st
March, 2015.

FINANCIAL RESULTS:[Section 134(3)(i)]

The financial performance of the Company for the year ended 31st March,
2015 is summarized below:

(Rs. in lacs)

Particulars Financial Year Financial Year
2014-15 2013-2014

Revenue from operations 3274.79 3134.45

Sales Turnover(net) 2915.07 2788.92

Gross Profit / (Loss)
for the year (47.45) (2209.67)

Less: Interest &
Financing Charges 209.56 143.89

Cash Profit / (Loss) (257.01) (2353.56)

Less: Depreciation 110.24 114.68

Profit / (Loss) for the year (367.25) (2468.24)

Add: Prior Period Adjustments 10.21 14.23

Net Profit (Loss) (377.46) (2482.47)

RESERVES: [Section 134(3)(j)):

Company has not transferred any amount to reserves due to the loss.

DIVIDEND: [Section 134(3)(k)]

In view of the accumulated losses at the end of the Financial Year
2014-15 are carried forward, no dividend was declared on equity shares
for the year ended 31.03.2015.

OPERATIONS AND OVERALL PERFORMANCE

Your Company has made Net loss of Rs.377.46 lacs from operations as
against the net loss of Rs. 2482.47 lacs of the previous year. During
the year, the sales turnover (net) was Rs.2915.07 lacs as against
Rs.2788.92 lacs in the previous year. This is mainly due to decrease in
sales realization of main product PTFE. During the year under report
production of PTFE was 107 MT as against 184 MT in the previous year.
During the year, 726.58 MT of CFM-22 was sold in the market against
555.17 MT in the previous year and balance quantity was used as feed
stock to manufacture various products including Fluoro Specialty
Chemicals and PTFE. Quality of all company's products continued to be
well accepted by our customers. Company has achieved 88% capacity
utilization was achieved as against 86% in the previous financial year.
In spite of better physical performance, financial performance was
badly affected due to the reasons mentioned above.

THE RIGHT TO INFORMATION ACT, 2005

In consonance with the provisions of the Right to information Act,
2005, Company has appointed Appellate Authorities/ Public Information
officers at all the units/ offices of the company to respond
effectively to the request of the applicants under the acts in
synchronization with the direction of Central Information
Commission(CIC), for promotion of Institutional transparency within the
public authority through proactive and effective implementation of
section 4 of the RTI Acts, 2005, the company has also appointed a
transparency officer that company has created necessary mechanism to
meet the objective to bring out transparency in the functioning of
organization as envisaged by RTI Act.

CORPORATE SOCIAL RESPONSIBILITY:

Companies act provisions related to the CSR is not applicable to the
Company for the financial year 2014-15.

Recognizing the obligation to the society both in the areas of
environment protection and social development, company has taken
initiatives towards implementing welfare schemes for uplifting the
quality of living of the community surrounding the area around the
factory. Company is giving aid to schools by way of paying salaries to
two Vidya Volunteers.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL Act, 2013

Company has not received any cases relating to the sexual harassment of
women at work place.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review.

COMPANY'S POLICY RELATING TO APPOINTMENT AND PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES OF KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES.

Company has complied all the provisions related to the constitution of
Nomination and Remuneration Committee under section 178(1) of the
Companies Act 2013 and complied the criteria for determining
qualifications positive attributes and independence of appointment and
remuneration of a Key Managerial Personnel and other employees as
provided under Section 178(3) of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had five Board meetings during the financial year under
review.

HEALTH AND ENVIRONMENT:

The management has taken the great responsibilities for continuous
monitoring and protecting the health and environment as per statutory
compliance. The environment is maintained clean as per standard
emissions norms and with respect to noise pollution norms prescribed by
Central Pollution Control Board and under guidelines of Ministry of
Environment and Forests, Govt. of India.

The health record of employees working in production Division is
maintained in the Health Register in Form 7.

FIRE & SAFETY PERFORMANCE:

The Company pays special attention to ensure safety of the factory and
workers employed therein.

The Company accords the same priority attention to safety aspects as it
does to production and productivity, be it in a personal safety,
process safety, environment safety or product stewardship and allocated
adequate resources of men, machine, money, time and energy to maintain
the standards thus performance during the year is very good.

The Company continued to maintain good safety record without any major
accident of fire. The financial year 2014-15 was a zero accident year.

A Mock drill is a practice which trains an individual about the course
of action to be taken in case of real emergency occurs. This is one of
the most effective technique to train, aware & alert people in a
process plant location.

We are conducting Emergency Mock drill often or once in a year in
presence of external Authority i.e Director of Factories Telangana &
higher management of HFL in compliance with ISO 2000 Â 2001.

BOARD OF DIRECTORS

Smt. Anitha Rajendra,IAS was ceased as Nominee Director with effect
from 09.09.2014.

Sri. Sanjeeva Narayan was appointed as BIFR Special Director with
effect from 04.02.2015.

Three Directors viz. Shri. Suresh Kumar R, Nominee Director (HOCL), Dr.
N J Gaikwad, HOCL Independent Director and Shri. Arun Agarwal, Nominee
Director (GOVT) is due for retirement by rotation at the ensuing 32nd
Annual General Meeting of the Company and eligible for re- appointment.

IMPLMENTATION OF OFFCIAL LANGUAGE POLICY:

During the year under report, your Company continued to Promote Hindi
as Official Language in day to day working in line with the Government
policies for its intensive and extensive efforts for progressive use of
the official language. Official Language Implementation Cell of the
Company continued to function effectively.

ISO CERTIFICATION:

Company's quality management system is accredited as an ISO 9001:2008.

Information in accordance with the provisions required to be disclosed
under Section 134(3)(m) of the Companies Act, 2013 read with the read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 Regarding
Conservation of energy, Technology Absorption and Foreign Exchange
Earning and outgo are given at Annexure I, From A to this Report.

RESEARCH & DEVELOPMENT:

The company is continuously conducting the research and development to
deliver goods through innovative development;

a. It is actively involved in collaborative program with IICT &
Defense Research and Development Organization (DRDO).

b. Development of filled grades with modified PTFE are given at
Annexure I, Form B to this Report.

INDUSTRIAL RELATIONS

Employee relations continued to be cordial throughout the year. Your
Company has been implementing reservation policies of GOI for SCs/
STs/OBCs/Persons with disabilities. Representatives of SCs/ STs
Categories are associated in Recruitment of Departmental Promotion
Committees. A statement showing representation of employees belonging
to Scheduled Castes/ Scheduled Tribes/ Backward classes /Minorities
categories is appended as Annexure-II to this report.

PARTICULARS OF EMPLOYEES:

None of the employees of the company is drawing remuneration requiring
disclosure pursuant to the provisions of the Companies (Particulars of
Employees) Rules, 1975.

VIGILANCE:

With the approval of the Ministry, an Officer of the company has been
nominated as "Vigilance Officer" (Part time) from amongst the Officers
of the Company to take care of Vigilance functions. Vigilance
activities have mainly been directed to check the lacunae in the
existing systems and procedures through periodic checks. The
instructions of the Central Vigilance Commission received from time to
time have been implemented to strengthen the vigilance machinery in the
company.

AUDITORS:

The Statutory Audit of your Company was conducted by M/s.S Daga & Co
Charted Accountants, who were appointed as Statutory Auditors for the
Financial year 2014-15 by Comptroller and Auditor General of India (C
&AG) as per Section 139(5) of the Companies Act, 2013, Auditors Report
on the Accounts of the Company for the financial year ended 31st March,
2015 is at Annexure- III.

The comments of the Comptroller and Auditor General of India u/s
143(6)(b) of the Companies Act, 2013 on the Accounts of the company for
the year 2014-15 has been annexed to the Annual Report for the period
2014-15 and forms part of the Annual Report.

LEGAL COMPLAINCE

The Company has complied with all the legal provisions effectively.
Although it has filed two petition to Company Law Board during the
financial year 2011-12 regarding consolation of delay in filing of
satisfaction of charge documents of Life Insurance Corporation of
India, with the Registrar of Companies.

INSURANCE:

All properties and insurable interest of the company including
building, plant and machinery and goods are adequately insured. As
required under Public Liability Insurance Act, 1991, the company has
taken necessary insurance cover.

TRADING AND DEMAT FACILITIES FOR SHARES:

The company shares are listed in Bombay Stock Exchange (BSE). Company
got ISIN No.INE 806J01013 and demat facilities with Central Depository
Services (India) Limited, (CDSL) and with National Securities
Depository Limited (NSDL) for the equity shares of the company. 84.48%
of the Share Capital of the Company has been Dematerialize the shares,
the Company has been Dematerialized as on 31st March, 2015- total
accounts Dematerialized is 1783 involving 16557950 shares (which
constitutes 84.48% of the share capital) .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with the Listing Agreement, the Management discussion and
analysis report is annexed hereto in Annexure Â IV and forms part of
the Directors' Report.

RISK MANAGEMENT

In pursuance to comply with Clause 49(IV) (C) of the Listing Agreement
and Clause 7.3 of the DPE Guidelines on Corporate Governance for CPSEs,
The Risk Management process includes Risk Identification, Risk
assessment, Risk evaluation, categorization, Risks treatment plan for
mitigation of risks and escalation/ reporting of risks to Board. some
of the risks and concerns, which we are facing as follows:

- Energy intensive Technology and uneconomical plant size.

- Manpower cost is high.

- Investment is required to upgrade the technology of old plant to
reduce the cost of production.

- PTFE Prices are continuously reducing.

- Increasing Raw Material cost.

To mitigate the above risks your company has taken following action:

- MPTFE Project; Company has developed superior grades of PTFE and
started exporting the same.

- Company is in the process of refurbishment of the existing plant with
the help of Plan loan from GOI. This will increase the plant
efficiency.

- To reduce the dependency on PTFE Company is developing Fluro
Specialty Chemicals.

- Company is also exploring the possibility of increasing capability
and backward integration.

CORPORATE GOVERNANCE:

The Company has complied with the various requirements of Corporate
Governance. The details in this regard form part of this report in
Annexure-V.

SECRETARIAL AUDIT:

Board has appointed M/s.Ahalada Rao.V Associates, Company Secretaries
as a Secretarial Auditor of the company for the financial year 2014-15.

The explanations /comments made by the Board relating to the
qualifications, reservations or adverse remarks made by the Auditors in
their report are furnished Annexure VI is attached to this report.
There were no adverse comments, qualifications or reservations or
adverse remarks in the Secretarial Audit Report.

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure VII and is attached to this
Report.

COMPLIANCE OF DPE GUIDELINES & POLICIES:

The Guidelines & policies issued by the Department of Public
Enterprises from time to time are being complied with and implemented
with the approval of the Board of Directors/ Competent Authority.

TRAINING OF BOARD OF DIRECTORS:

The company furnishes set of documents and booklets to the Directors on
their joining the Board. This includes important data about the
performance of the Company, Memorandum & Articles of Association,
Corporate Governance guidelines, Delegation of powers, Product line
brochures etc. A copy of the monograph on position, duties and
liabilities of Directors is also circulated among the Directors.

CODE OF CONDUCT:

In line with the requirements of Clause 49 of Listing Agreement, the
Board Members and Senior Management personnel have affirmed compliance
with the code of conduct for the financial year ended 31st March, 2015.

The Company has adopted "Code of Conduct and Ethics" for the Directors
and Senior Executives of the Company. The object is to conduct the
Company's business ethically and with responsibility, integrity,
fairness, transparency and honesty. The code is available on Company's
website www.hfl.co.in. All directors and senior management personnel
have complied compliance with the Code of Conduct and ethics as on 31st
March, 2015.

MISSION/ VISION:

To position itself to be a niche player in the production of
Fluoro specialty chemicals and advanced grades of PTFE by 2015.

OBJECTIVES:

1. To increase the capacity utilization from 75% to 90% during the
financial year 2014-15.

2. To Endeavour to convert entire quantity of TFE into various Fluoro
Specialty Chemicals by 2015-16.

3. To develop advanced grades of PTFE.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate
Company.

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the
year under review.

SHARES:

The Company has not bought back any of its securities during the year
under review.

The Company has not issued any Sweat Equity Shares during the year
under review.

No Bonus Shares were issued during the year under review.

The Company has not provided any Stock Option Scheme to the employees.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:Â

(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;

(b) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;

(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern
basis; and

(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.- Not applicable to Private Limited Company.

Internal financial control means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its
business including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.

(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

ACKNOWLEDGEMENTS

I place on record my appreciation and gratitude to all the employees
and others who had extended their support and co-operation during the
year to achieve the targeted goals of the Company. In particular I am
grateful to various officials of the Govt. especially from the Ministry
of Chemicals & Fertilizers, Department of Chemicals & Petro Chemicals,
The Finance Ministry, Ministry of Environment & Forestry, Government of
India, Government of Telangana, Promoter Company i.e. HOCL and Board
Members. I would like to convey my sincere appreciation to our valued
customers, suppliers, Statutory Bodies, Investors, our bankers State
Bank of Hyderabad, Statutory/Govt Auditors, etc for the continued
support. In conclusion I am fully confident that with the continued
support from all of you my urge to place your Company in the pedestal
of success will not be unrealistic.

We on our part would continue our efforts to take your Company into the
future by meeting the challenges & grabbing the opportunities in our
endeavor in the path towards turnaround. We look forward to your
continued support in this ongoing process.

In conclusion we are optimistic that the company would attain
significant profits in the near future.

For and on behalf of the Board of Directors

By order of the Board of Directors

of Hindustan Fluorocarbons Ltd.,

Sd/-

(V.B.RAMACHANDRAN NAIR)
CHAIRMAN

PLACE: HYDERABAD

DATE : 14.08.2015

Mar 31, 2014

Dear Members,

The Directors are glad to present the 31st Annual Report of the
company together with Audited Annual Accounts for the year ended 31st
March, 2014.

FINANCIAL RESULTS: [Section 217(1)(a)]

The financial performance of the Company for the year ended 31st March,
2014 is summarized below:

(Rs. in lacs

Particulars Financial Year Financial Year
2013-14 2012-2013

Revenue from operations
(including net sales) 3134.45 4447.51

Sales Turnover(Net) 2788.92 4080.31

Gross Profit / (Loss) for the year (2209.67) 369.89

Less: Interest & Financing Charges 143.89 105.81

Cash Profit / (Loss) (2353.56) 264.08

Less: Depreciation 114.68 167.88

Profit / (Loss) for the year (2468.24) 96.20

Add: Prior Period Adjustments 14.23 1.32

Net Profit (Loss) (2482.47) 94.88

RESERVES: [Section 217(1 )(b)]: Nil
DIVIDEND: [Section 217(1)(c)]

In view of the accumulated losses at the end of the Financial Year
2013-14 are carried forward, your Directors do not recommend any
dividend on eq- uity shares for the year ended 31.03.2014. OPERATIONS
AND OVERALL PERFORMANCE Your Company has made Net loss of Rs. 2482.47
lacs from operations as against the net profit of Rs.94.88 lacs of the
previous year. During the year, the sales turnover (net) was Rs.2788.92
lacs as against Rs.4080.31 lacs in the previous year. This is mainly
due to employee benefits against wage revision, Decrease in sales
realization of main product PTFE and discontinuation of CDM Project in
international market. During the year under report production of PTFE
was 183.96 Metric Tones as against 154.78 Metric Tones in the previous
year. During the year, 555.17 Metric Tones of CFM- 22 was sold in the
market against 244.73 Metric Tones in the previous year and balance
quantity was used as feed stock to manufacture various products
including Fluoro Specialty Chemicals.

Accordingly, during the year 22.38 Metric Tones of Tetra Fluoro Etylene
(TFE) was used to manufacture TFE-ETHER. Quality of all company''s
products continued to be well accepted by our customers. Company has
achieved 86% capacity utilization was achieved as against 82% in the
previous financial year. In spite of better physical performance,
financial performance was badly affected due to the reasons mentioned
above.

CLEAN DEVELOPMENT MECHANISM (CDM) PROJECT:

In absence of buyers from European Union, CER prices was drastically
come down, hence company is not generating CERs.

THE RIGHT TO INFORMATION ACT, 2005 In consonance with the provisions of
the Right to information Act, 2005, Company has appointed Appellate
Authorities/ Public Information officers at all the units/ offices of
the company to respond effectively to the request of the applicants
under the acts in synchronization with the direction of Central
Information Commission(CIC), for promotion of Institutional
transparency with in the public authority through proactive and
effective implementation of section 4 of the RTI Acts, 2005, the
company has also appointed a transparency officer that company has
created necessary mechanism to meet the objective to bring out
transparency in the functioning of organization as envisaged by RTI
Act.

CORPORATE SOCIAL RESPONSIBILITY: Recognizing the obligation to the
society both in the areas of environment protection and social
development, company has taken initiatives towards implementing welfare
schemes for uplifting the quality of living of the community
surrounding the area around the factory. Company is giving aid to
schools by way of paying salaries to two Vidya Volunteers.

HEALTH AND ENVIRONMENT:

The management has taken the great responsibilities for continuous
monitoring and protecting the health and environment as per statutory
compliance. The environment is maintained clean as per standard
emissions norms and with respect to noise pollution norms prescribed by
Central Pollution Control Board and under guidelines of Ministry of
Environment and Forests, Govt. of India.

The health record of employees working in production Division is
maintained in the Health Register in Form 7.

FIRE & SAFETY PERFORMANCE:

The Company pays special attention to ensure safety of the factory and
workers employed therein.

The Company accords the same priority attention to safety aspects as it
does to production and productivity, be it in a personal safety,
process safety, environment safety or product stewardship and allocated
adequate resources of men, machine, money, time and energy to maintain
the standards thus performance during the year is very good. The
Company continued to maintain good safety record without any major
accident of fire. The financial year 2013-14 was a zero accident year.
A Mock drill is a practice which trains an individual about the course
of action to be taken in case of real emergency occurs. This is one of
the most effective technique to train, aware & alert people in a
process plant location.

We are conducting Emergency Mock drill oftenly or once in a year in
presence of external Authority i.e Director of Factories AP & higher
management of HFL in compliance with ISO 2000 - 2001.

BOARD OF DIRECTORS

Shri. V B Ramchandran Nair, Chairman and Managing Director was
appointed as Chairman with effect from 12.08.2013.

Shri S V Kanaka Seshu, Nominee Director (APIDC) ceased to be Director
of the Company with effect from 28.08.2013.and in his place Smt. Anitha
Rajendra,IAS was appointed as Nominee Director with effect from
07.09.2013.

Dr. N J Gaikwad, Nominee Director (HOCL) was appointed as Nominee
Director with effect from ,2102.2014.

Two Directors viz. Shri. Suresh Kumar R, Nominee Director (HOCL) and
Shri. Arun Agarwal, Nominee Director (GOVT) is due for retirement by
rotation at the ensuing 31st Annual General Meeting of the Company and
eligible for re-appointment. IMPLMENTATION OF OFFCIAL LANGUAGE POLICY:

During the year under report, your Company continued to Promote Hindi
as Official Language in day to day working in line with the Government
policies for its intensive and extensive efforts for progressive use of
the official language. Official Language Implementation Cell of the
Company continued to function effectively.

ISO CERTIFICATION:

Company''s quality management system is accredited as an ISO
9001:2008. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions required to be disclosed
under Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosures of Particulars in the Report of Board of
Directors) Rules, 1988 Regarding Conservation of energy, Technology
Absorption and Foreign Exchange Earning and outgo are given at Annexure
I, Form A to this Report.

RESEARCH & DEVELOPMENT:

The company is continuously conducting the research and development to
deliver goods through innovative development;

a. It is actively involved in collaborative program with IICT & Defense
Research and Development Organisation (DRDO).

b. Development of superior grades of PTFE are given at Annexure I, Form
B to this Report.

INDUSTRIAL RELATIONS

Employee relations continued to be cordial throughout the year. Your
Company has been implementing reservation policies of GOI for SCs/
STs/OBCs/Persons with disabilities. Representatives of SCs/ STs
Categories are associated in Recruitment of Departmental Promotion
Committees. A statement showing representation of employees belonging
to Scheduled Castes/ Scheduled Tribes/ Backward classes /Minorities
categories is appended as Annexure-II to this report.

PARTICULARS OF EMPLOYEES:

None of the employees of the company is drawing remuneration requiring
disclosure pursuant to Section 217(2A) of Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975.

VIGILANCE

With the approval of the Ministry, an Officer of the company has been
nominated as "Vigilance Officer" (Part time) from amongst the
Officers of the Company to take care of Vigilance functions. Vigilance
activities have mainly been directed to check the lacunae in the
existing systems and procedures through periodic checks. The
instructions of the Central Vigilance Commission received from time to
time have been implemented to strengthen the vigilance machinery in the
company.

AUDITORS:

The Statutory Audit of your Company was conducted by M/s.S Daga & Co
Charted Accountants, who were appointed as Statutory Auditors for the
Financial year 2013-14 by Comptroller and Auditor General of India (C
&AG) as per Section 619(2) of the Companies Act, 1956, Auditors Report
on the Accounts of the Company for the financial year ended 31st March,
2014 is at Annexure- III.

The comments of the Comptroller and Auditor General of India u/s 619(4)
of the Companies Act, 1956 on the Accounts of the company for the year
2013-14 has been annexed to the Annual Report for the period 2013-14
and forms part of the Annual Report.

Pursuant to the directions of Central Government for audit of Cost
Accounts, your company has appointed M/s. DZR & Co as cost auditors for
the year ended 31st March, 2014 as prescribed under the Cost Accounting
Records (Reports) Rules, 2011, the cost accounting records are being
maintained by all the units of kthe company. The Cost Auditor Reports
for the year financial year 2012- 13 were filed on 11/11/2013.

LEGAL COMPLAINCE

The Company has complied with all the legal provisions effectively.
Although it has filed two petition to Company Law Board during the
financial year 2011-12 regarding condolation of delay in filing of
satisfaction of charge documents of Life Insurance Corporation of
India, with the Registrar of Companies.

INSURANCE:

All properties and insurable interest of the company including
building, plant and machinery and goods are adequately insured. As
required under Public Liability Insurance Act, 1991, the company has
taken necessary insurance cover.

TRADING AND DEMAT FACILITIES FOR SHARES:

The company shares are listed in Bombay Stock Exchange (BSE). Company
got ISIN No.INE 806J01013 and demat facilities with Central Depository
Services (India) Limited, (CDSL) and with National Securities
Depository Limited (NSDL) for the equity shares of the company.

84.02% of the Share Capital of the Company has been Dematerialize the
shares, the Company has been Dematerialized as on 31st March, 2014-
total accounts Dematerialized is 1656 involving 16467350 shares (which
constitutes 84.02% of the share capital) .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with the Listing Agreement, the Management discussion and
analysis report is annexed hereto in Annexure - IV and forms part of
the Directors'' Report.

RISK MANAGEMENT

In pursuance to comply with Clause 49(IV) (C) of the Listing Agreement
and Clause 7.3 of the DPE Guidelines on Corporate Governance for CPSEs,
The Risk Management process includes Risk Identification, Risk
assessment, Risk evaluation, categorization, Risks treatment plan for
mitigation of risks and escalation/ reporting of risks to Board. some
of the risks and concerns, which we are facing as follows:

- Obsolete Technology and uneconomical plant size.

- Manpower cost is high.

- Investment is required to upgrade the technology of old plant to
reduce the cost of production.

- PTFE Prices are continuously reducing.

To mitigate the above risks your company has taken following action:

- Company is already working on development of advanced grades of PTFE,
Which will reduce dependency of existing grades of PTFE.

- Company is in the process of refurbishment of the existing plant with
the help of loan from GOVT, this will increase the efficiency.

CORPORATE GOVERNANCE The Company has complied with the various
requirements of Corporate Governance. The details in this regard form
part of this report in Annexure-V.

COMPLIANCE OF DPE GUIDELINES & POLICIES:

The Guidelines & policies issued by the Department of Public
Enterprises from time to time are being complied with and implemented
with the approval of the Board of Directors/ Competent Authority.
TRAINING OF BOARD OF DIRECTORS:

The company furnishes set of documents and booklets to the Directors on
their joining the Board. This includes important data about the
performance of the Company, Memorandum & Articles of Association,
Corporate Governance guidelines, Delegation of powers, Product line
brochures etc. A copy of the monograph on position, duties and
liabilities of Directors is also circulated among the Directors.

CODE OF CONDUCT:

In line with the requirements of Clause 49 of Listing Agreement, the
Board Members and Senior Management personnel have affirmed compliance
with the code of conduct for the financial year ended 31st March, 2014.

The Company has adopted "Code of Conduct and Ethics" for the
Directors and Senior Executives of the Company. The object is to
conduct the Company''s business ethically and with responsibility,
integrity, fairness, transparency and honesty. The code is available on
Company''s website www.hfl.co.in. All directors and senior management
personnel have complied compliance with the Code of Conduct and ethics
as on 31st March, 2014.

MISSION/ VISION:

To position itself to be a niche player in the production of
Fluorospeciality chemicals by 2015.

OBJECTIVES :

1. To increase the capacity utilization from 80% to 90% during the
financial year 2013-14.

2. To Endeavour to convert entire quantity of TFE into various Fluoro
Speciality Chemicals by 2015-16.

RESPONSIBILITY STATEMENT:

The Directors confirm:

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;

(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;

(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern
basis; and

(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.

Explanation. Â For the purposes of this clause, the term "internal
financial controls" means the policies and procedures adopted by the
company for ensuring the orderly and efficient conduct of its business,
including adherence to company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation
of reliable financial information;

(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively. ACKNOWLEDGEMENTS I place on record
my appreciation and gratitude to all the employees and others who had
extended their support and co-operation during the year to achieve the
targeted goals of the Company. In particular I am grateful to various
officials of the Govt. especially from the Govt. of India, Govt of
Telangana, the Ministry of Chemicals & Fertilizers, Finance Ministry,
Ministry of Environment & Forestry, Promoter Company i.e. HOCL and
Board Members. I would like to convey my sincere appreciation to our
valued customers, suppliers, Statutory Bodies, Investors, Banks
particularly our bakers State Bank of Hyderabad, Statutory/Govt
Auditors, Cost Auditors etc for the continued support. In conclusion I
am fully confident that with the continued support from all of you my
urge to place your Company in the pedestal of success will not be
unrealistic.

We on our part would continue our efforts to take your Company into the
future by meeting the challenges & grabbing the opportunities in our
endeavor in the path towards turnaround. We look forward to your
continued support in this ongoing process.

In conclusion we are optimistic that the company would attain
significant profits in the near future.

For and on behalf of the Board of Directors

By order of the Board of Directors of
Hindustan Fluorocarbons Ltd.,

Sd/-

(V.B.RAMACHANDRAN NAIR)
CHAIRMAN

PLACE: HYDERABAD
DATE : 25.07.2014

Mar 31, 2013

The Directors are glad to present the 30th Annual Report of the
company together with Audited Annual Accounts for the year ended 31st
March, 2013.

FINANCIAL RESULTS:[Section 217(1)(a)]

The financial performance of the Company for the year ended 31st March,
2013 is summarized below:

(Rs. in lacs)

Particulars Financial Year Financial Year
2012-13 2011-2012

Revenue from operations
(including net sales) 4447.51 6758.16

Sales Turnover(Net) 4080.31 6282.93

Gross Profit / (Loss) for the year 369.89 497.55

Less: Interest & Financing Charges 105.81 128.69

Cash Profit / (Loss) 264.08 368.86

Less: Depreciation 167.88 155.19

Profit / (Loss) for the year 96.20 213.67

Add: Prior Period Adjustments 1.32 (38.58)

Net Profit (Loss) 94.88 252.25

RESERVES: [Section 217(1)(b)]: Nil

DIVIDEND: [Section 217(1)(c)]

In view of the accumulated losses at the end of the Financial Year
2012-13 are carried forward, your Directors do not recommend any
dividend on equity shares for the year ended 31.03.2013.

OPERATION AND OVERALL PRODUCTION AND MARKETING PERFORMANCE:

During the year, the sales turnover (net) was Rs.4080.31 lacs as
against Rs.6282.93 lacs in the previous year. During the year under
report production of PTFE was 154.78 Metric Tones as against 143.83
Metric Tones in the previous year. During the year, 244.73 Metric
Tones of CFM-22 was sold in the market against 291.77 Metric Tones in
the previous year and balance quantity was used as feed stock to
manufacture various products including Fluoro Specialty Chemicals.
Accordingly, during the year 156.14 Metric Tones of Tetra Fluoro
Etylene (TFE) was used to manufacture TFE-ETHER. Quality of all
company''s products continued to be well accepted by our customers.
Company has achieved 82% capacity utilization for CFM-22 for this year.

CLEAN DEVELOPMENT MECHANISM (CDM):

Company has received payment of second and Third issuance during the
financial year. Main customer for CERs was European Union, but due to
various reasons they have banned the trading of CERs generated from
R-23 Project due to this ban CERs prices has come down drastically,
hence it is not economically viable to generate CER from R-23 Project.

THE RIGHT TO INFORMATION ACT, 2005

In consonance with the provisions of the Right to information Act,
2005, Company has appointed Appellate Authorities/ Public Information
officers at all the units/ offices of the company to respond
effectively to the request of the applicants under the acts in
synchronization with the direction of Central Information
Commission(CIC), for promotion of Institutional transparency with in
the public authority through proactive and effective implementation of
section 4 of the RTI Acts, 2005, the company has also appointed a
transparency officer that company has created necessary mechanism to
meet the objective to bring out transparency in the functioning of
organization as envisaged by RTI Act.

CORPORATE SOCIAL RESPONSIBILITY:

Recognizing the obligation to the society both in the areas of
environment protection and social development, company has taken
initiatives towards implementing welfare schemes for uplifting the
quality of living of the community surrounding the area around the
factory. Company is providing water and first aid facilities in nearby
villages and also giving aid to schools by way of paying salaries to
two Vidya Volunteers, providing amenities such as tables, chairs,
toilets, Drinking water, by making approach roads to the school etc.,

Medical camps were conducted in peripheral areas near to Rudram and its
surrounding villages.

DIVERSIFICATION INTO FLUORO SPECIALITY CHEMICALS:

In accordance with long term strategy of diversify- ing into Fluoro
speciality chemicals. the company has successfully commercialized
TFE-ETHER. Commercialization of new product is in process.

HEALTH AND ENVIRONMENT:

The management has taken the great responsibilities for continuous
monitoring and protecting the health and environment as per statutory
compliance. The environment is maintained clean as per standard
emissions norms and with respect to noise pollution norms prescribed by
Central Pollution Control Board and under guidelines of Ministry of
Environment and Forests, Govt. of India.

The health record of employees working in produc- tion Division is
maintained in the Health Register in Form 7 and these employees are
certified for the fitness to work in hazardous process by the
certifying Surgeon for the year 2013 as per statutory requirement of
Director of Industries Health and Safety, Govt. of Andhra Pradesh.

FIRE & SAFETY PERFORMANCE:

The Company pays special attention to ensure safety of the factory and
workers employed therein.

The Company accords the same priority attention to safety aspects as it
does to production and productivity, be it in a personal safety,
process safety, environment safety or product stewardship and allocated
adequate resources of men, machine, money, time and energy to maintain
the standards thus performance during the year is very good.

The Company continued to maintain good safety record without any major
accident of fire. The financial year 2012-13 was a zero accident year.

A Mock drill is a practice which trains an individual about the course
of action to be taken in case of real emergency occurs. This is one of
the most effective technique to train, aware & alert people in a
process plant location.

We are conducting Emergency Mock drill oftenly or once in a year in
presence of external Authority i.e. Director of Factories AP & higher
management of HFL in compliance with ISO 2000-2001.

BOARD OF DIRECTORS

Shri J N Suryawanshi, Nominee Director (HOCL) was appointed as Nominee
Director with effect from 04.11.2011.

Shri Sanjay Bansal, Nominee Director (Govt) ceased to be Director of
the Company with effect from 13.03.2012.and in his place Shri Arun
Agarwal, appointed as Nominee Director with effect from 13.03.2012.

Shri. Suresh Kumar R, Nominee Director (HOCL) was appointed as Nominee
Director with effect from 13.07.2012.

Shri. S B Bhide, Nominee Director (HOCL) was appointed as Nominee
Director with effect from 07.09.2012.

Shri. V B Ramachandran Nair, Chairman and Managing Director was
appointed as Chairman with effect from 12.08.2013.

During the year under report, your Company continued to Promote Hindi
as Official Language in day to day working in line with the Government
policies for its intensive and extensive efforts for progressive use of
the official language. Official Language Implementation Cell of the
Company continued to function effectively.

ISO CERTIFICATION:

Company''s quality management system is accredited has an ISO 9001:2008.

Information in accordance with the provisions required to be disclosed
under Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosures of Particulars in the Report of Board of
Directors) Rules, 1988 Regarding Conservation of energy, Technology
Absorption and Foreign Exchange Earnings and outgo are given at
Annexure I, Form A to this Report.

RESERCH & DEVELOPMENT:

The Company is continuously conducting the Research and Development to
deliver goods through innovative development; it is actively involved
in collaborative Research Program with Vikram Sarabhai Space Centre
(VSSC) & Defense Research and Development Organization (DRDO) are given
at Annexure I, Form B to this Report.

INDUSTRIAL RELATIONS

Employee relations continued to be cordial throughout the year. Your
Company has been implementing reservation policies of GOI for SCs/
STs/OBCs/Persons with disabilities. Representa- tives of SCs/ STs
Categories are associated in Recruitment of Departmental Promotion
Committees. A statement showing representation of employees belonging
to Scheduled Castes/ Scheduled Tribes/ Backward classes /Minorities
categories is appended as Annexure-II to this report.

PARTICULARS OF EMPLOYEES:

None of the employees of the company is drawing remuneration requiring
disclosure pursuant to Section 217(2A) of Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975.

VIGILANCE

With the approval of the Ministry, an Officer of the company has been
nominated as "Vigilance Officer" (Part time) from amongst the Officers
of the Company to take care of Vigilance functions. Vigilance
activities have mainly been directed to check the lacunae in the
existing systems and procedures through periodic checks. The
instructions of the Central Vigilance Commission received from time to
time have been implemented to strengthen the vigilance machinery in the
company.

AUDITORS:

The Statutory Audit of your Company was conduc- ted by M/s.S Daga & Co
Chartered Accountants, who were appointed as Statutory Auditors for the
Financial year 2012-13 by Comptroller and Auditor General of India (C
&AG) as per Section 619(2) of the Companies Act, 1956, Auditors'' Report
on the Accounts of the Company for the financial year ended 31st March,
2013 is at Annexure- III.

The Replies of the Management /Board of Directors on the Auditors
Qualifications in their Report are furnished in Annexure Â IV.

The comments of the Comptroller and Auditor General of India u/s 619(4)
of the Companies Act, 1956 on the Accounts of the company for the year
2012-13 has been annexed to the Annual Report for the period 2012-13
and forms part of the Annual Report.

Pursuant to the directions of Central Government for audit of Cost
Accounts, your company has appointed M/s. DZR & Co as cost auditors for
the year ended 31st March, 2013 as prescribed under the Cost Accounting
Records (Reports) Rules, 2011, the cost accounting records are being
maintained by all the units of the company. The Cost Auditor Reports
for the year financial year 2011-12 were filed on 18/01/2013.

LEGAL COMPLAINCE

The Company has complied with all the legal provisions effectively.
Although it has filed two petition to Company Law Board during the
financial year 2011-12 regarding condolation of delay in filing of
satisfaction of charge documents of Industrial Finance Corporation of
India and of Life Insurance Corporation of India, with the Registrar of
Companies.

INSURANCE:

All properties and insurable interest of the company including
building, plant and machinery and goods are adequately insured. As
required under Public Liability Insurance Act, 1991, the company has
taken necessary insurance cover.

TRADING AND DEMAT FACILITIES FOR SHARES:

The company shares are listed in Bombay Stock Exchange (BSE). Company
got ISIN No.INE 806J01013 and demat facilities with Central Depository
Services (India) Limited, (CDSL) and with National Securities
Depository Limited (NSDL) for the equity shares of the company.

83.71% of the Share Capital of the Company has been Dematerialized the
shares, the Company has been Dematerialized as on 31st March, 2013-
total accounts Dematerialized is 1578 involving 16407250 shares (which
constitutes 83.71% of the share capital) .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with the Listing Agreement, the Management discussion and
analysis report is annexed hereto in Annexure Â V and forms part of the
Directors'' Report.

RISK MANAGEMENT

In pursuance to comply with Clause 49(IV) (C) of the Listing Agreement
and Clause 7.3 of the DPE Guidelines on Corporate Governance for CPSEs,
The Risk Management process includes Risk Identification, Risk
assessment, Risk evaluation, categorization, Risks treatment plan for
mitigation of risks and escalation/ reporting of risks to Board. Some
of the risks and concerns, are as follows:

- Obsolete Technology and uneconomical plant size.

- Manpower cost is high.

- Investment is required to upgrade the technology of old plant to
reduce the cost of production so as to remain competitive.

- PTFE Prices are continuously reducing.

CORPORATE GOVERNANCE

The Company has complied with the various requirements of Corporate
Governance. The details in this regard form part of this report in
Annexure Â VI.

COMPLIANCE OF DPE GUIDELINES & POLICIES:

The Guidelines & policies issued by the Department of Public
Enterprises from time to time are being complied with and implemented
with the approval of the Board of Directors/ Competent Authority.

TRAINING OF BOARD OF DIRECTORS:

The company furnishes set of documents and booklets to the Directors on
their joining the Board. This includes important data about the
performance of the Company, Memorandum & Articles of Association,
Corporate Governance guidelines, Delegation of powers, Product line
brochures etc. A copy of the monograph on position, duties and
liabilities of Directors is also circulated among the Directors.

WHISTLE BLOWER POLICY:

Your company released in transparency on propriety in its business
dealings. To take this objective further, company has put in place a
Whistle Blower Policy providing for the mechanism to the employees and
other stakeholders to report transparency in the above unethical
behaviour, actual or suspected fraud or violation of Code of Conduct or
Ethics Policy. The disclosures under the Policy are to be made to
Ethics Committee Chaired by Chief Financial Officer (CFO). In case of
conflict of interest, the whistle blower can directly approach the
Chairman of the Audit Committee. The policy provides for adequate
safeguards against victimization of employees who avail of the
mechanism. During the year, no disclosures have been received under the
whistle blower mechanism.

CODE OF CONDUCT:

In line with the requirements of Clause 49 of Listing Agreement, the
Board Members and Senior Management personnel have affirmed compliance
with the code of conduct for the financial year ended 31st March, 2013.

The Company has adopted "Code of Conduct and Ethics" for the Directors
and Senior Executives of the Company. The object is to conduct the
Company''s business ethically and with responsibility, integrity,
fairness, transparency and honesty. The code is available on Company''s
website www.hfl.co.in. All directors and senior management personnel
have complied compliance with the Code of Conduct and ethics as on 31st
March, 2013.

RESPONSIBILITY STATEMENT:

The Directors confirm:

a. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same.

b. That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company for the period.

c. That they have taken proper and sufficient care of the maintenance
of adequate accounting records in accordance with the provisions of the
companies Act, 1956 for safe guarding the assets of the company and for
preventing and detecting fraud and other irregularities.

d. That they have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGEMENTS

I place on record my appreciation and gratitude to all the employees
and others who had extended their support and co-operation during the
year to achieve the targeted goals of the Company. In particular I am
grateful to various officials of the Govt. especially from the Govt. of
India, the Ministry of Chemicals & Fertilizers, Finance Ministry,
Ministry of Environment & Forestry, Promoter Company i.e. HOCL and
Board Members. I would like to convey my sincere appreciation to our
valued customers, suppliers, Statutory Bodies, Investors, Banks & FIs
etc for the continued support. In conclusion I am fully confident that
with the continued support from all of you my urge to place your
Company in the pedestal of success will not be unrealistic.

For and on behalf of the Board of Directors

By order of the Board of Directors

of Hindustan Fluorocarbons Ltd.,

Sd/-

(V.B.RAMACHANDRAN NAIR)

CHAIRMAN

PLACE: HYDERABAD

DATE : 12.08.2013

Mar 31, 2011

Dear Members,

The Directors are glad to present the 28th Annual Report of the
company together with Audited Annual Accounts for the year ended 31st
March, 2011.

FINANCIAL RESULTS [Sec.217(1 )(a)] :

The financial performance of the Company for the year ended 31st March,
2011 is summarized below:

(Rs. in lacs)

Financial Financial
Year Year
2010-11 2009-10

Sales Turnover (Gross) 3352.42 1927.06

Gross Profit / Loss for the year 658.62 666.36

Less: Interest & Financing Charges 282.66 270.09

Cash Profit (Loss) 375.96 396.27

Less: Depreciation 155.65 88.95

Profit/(Loss) for the year 220.31 307.32

Add: Prior period Adjustments 3.16 (1.06)

Net Profit/(Loss) 223.47 306.26

RESERVES [Sec.217(1 )(b)] : NIL

DIVIDEND [Sec.217(1 )(c)] :

In view of the accumulated losses at the end of the financial year
2010-11 are carried forward, your Directors do not recommend any
dividend on equity shares for the year ended 31.03.2011.

OPERATION AND OVERALL PRODUCTION AND MARKETING PERFORMANCE:

During the year, the sales turnover was Rs.3352.42 lacs as against Rs.
1927.06 lacs in the previous year. During the year under report
production of PTFE was 124.58 Metric Tones as against 85.88 Metric
Tones in the previous year. During the year, 405.49 Metric Tones of
CFM-22 was sold in the market and balance quantity was used as feed
stock to manufacture various products including Fluoro Specialty
Chemicals. Accordingly, during the year 255 Metric Tones of Tetra
Fluoro Etylene (TFE) was used to manufacture TFE-ETHER. Quality of all
company's products continued to be well accepted by our customers.
Company has achieved 100% capacity utilization of CFM-22 plant and
produced 1265 Metric Tones as against 940.5 Metric Tones in the
previous year. This will significantly improve the revenue from CDM.

CLEAN DEVELOPMENT MECHANISM(CDM) :

CDM Project got registered on 14.11.2008 by the United Nations
Framework Convention on Climate Change (UNFCCC) Executive Board and it
is commissioned in January, 2010 and thermal oxidation of 42.5 Metric
Tones of CFM-23 was done. UNFCCC had advised HFL to revise the
monitoring plan. Accordingly, revised monitoring plan was submitted to
validation agency i.e., SGS, Germany. The CERs were awarded by UNFCCC
on 11.03.2011. The company has sold all CERs to the highest bidder M/s
Mercuria Energy Trading, S.A., Switzerland through Global Tendering
process on 26.04.2011. Validation of second lot is in progress and it
is expected issuance for this lot will happen in FY.2011-2012.

CORPORATE SOCIAL RESPONSIBILITY:

Recognizing the obligation to the society both in the areas of
environment protection and social development, company has taken
initiatives towards implementing welfare schemes for uplifting the
quality of living of the community surrounding the factory area.
Company is providing water and first aid facilities in near by
villages.

DIVERSIFICATION INTO FLUORO SPECIALITY CHEMICALS:

In accordance with long term strategy of diversifying into Fluoro
Speciality Chemicals, the company has successfully commercialized TFE-
ETHER. We are the only manufacturers for the product in India. This has
helped the company to give competative edge by entering in the Niche
Market. This has also resulted in 100% capacity utilization during FY
2010-2011.

Encouraged by the success of the first product, the company has
undertaken development of other products. One such product is in the
final stage of acceptance by M/s.Vikram Sarabhai Space Centre(VSSC),
Thiruvananthapuram.

HEALTH AND ENVIRONMENT (HE)

The management has taken the great responsibilities for continuous
monitoring and protecting the health and environment as per statutory
compliance. The environment is maintained clean as per standard
emissions norms and with respect to noise pollution norms prescribed by
central pollution control Board and under guidelines of Ministry of
Environment and Forests, Govt of India.

The health record of employees working in Production Division is
maintained in the Health Register in Form 7 and these employees are
certified for the fitness to work in hazardous process by the
certifying Surgeon for the year 2011 as per statutory requirement of
Director of Industries Health and Safety, Govt, of Andhra Pradesh.

FIRE & SAFETY PERFORMANCE:

The Company pays special attention to ensure safety of the factory and
workers employed there in.

The Company accords the same priority attention to safety aspects as it
does to production and productivity, be it in a personal safety,
process safety, environment safety or product stewardship and allocated
adequate resources of men, machine, money, time, energy to maintain the
standards thus performance during the year is very good.

The Company continued to maintain good safety record without any major
accident / fire. The financial year 2010-11 was a zero accident year.

BOARD OF DIRECTORS

Chairman Shri A S Didolkar, CMD, HOCL Superannuated on 31.08.2010 and
in his place Shri R N Madangeri, Chairman and Managing Director, HOCL
has taken charge as Chairman of the Board.

Shri. S.W.Oak, BIFR Special Director Ceased to be Director of the
Company with effect from 21.09.2010

Shri S V Kanaka Seshu, Director, APIDC was appointed as Nominee
Director with effect from 18.10.2010

Shri P S Singh, Director, Dept. of Chemicals & Petrochemicals, Ministry
of Chemicals & Fertilizers has been appointed as a Govt, of India
Nominee Director with effect from 18.10.2010 to 31.05.2011 and in his
place Shri Sanjay Bansal, Director, Ministry of Chemicals & Fertilizers
has been appointed as a Govt, of India Nominee Director with effect
from 31.05.2011.

Two Directors viz. Shri Sanjay Bansal, Govt Nominee Director and Shri
Mahesh Kumar Mittal, HOCL Nominee Director are due for retirement
by rotation at the ensuing 28m Annual General Meeting of the Company
and eligible for re-appointment.

Information in accordance with the provisions required to be disclosed
under Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosures of Particulars in the Report of Board of
Directors) Rules, 1988 regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and outgo are given at
Annexure-I, Form A to this Report.

RESERCH & DEVOLOPMENT:

The Company is continuously conducting the Research and Development to
deliver goods through innovative development; it is actively involved
in collaborative Research Program with Vikram Sarabhai Space Centre
(VSSC) are given in Annexure-I, Form B to this Report.

INDUSTRIAL RELATIONS

Employee relations continued to be cordial throughout the year. Company
continued to follow Govt, policy of reservation in recruitment of SC/
ST/OBC. Analysis relating to SC/ST/OBC/ WOMEN personnel in the company
is given at Annexure-ll.

PARTICULARS OF EMPLOYEES:

None of the employees of the company is drawing remuneration requiring
disclosure pursuant to Section 217(2A) of Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975.

VIGILANCE:

With the approval of the Ministry, an Officer of the company has been
nominated as "Vigilance Officer" (Part time) from amongst the Officers
of the Company to take care of Vigilance functions. Vigilance
activities have mainly been directed to check the lacunae in the
existing systems and procedures through periodic checks. The
instructions of the Central Vigilance Commission received from time to
time have been implemented to strengthen the vigilance machinery in the
company.

AUDITORS

In pursuance of Section 619(2) of the Companies Act, 1956, the
Comptroller and Auditor General of India has appointed M/s. Siva
Krishna & Narayan, Chartered Accountants, Hyderabad as Auditors of the
Company to Audit the accounts for the year ended 31st March, 2011.

The Replies of the Management / Board of Directors on the Auditors
qualifications in their report are furnished in Annexure - III.

The comments of the Comptroller and Auditor General of India u/s 619(4)
of the Companies Act, 1956 on the Accounts of the company for the year
2010-11 has been annexed to the Annual Report for the period 2010-11
and forms part of the Annual Report.

INSURANCE:

All properties and insurable interest of the company including
building, plant and machinery and goods are adequately insured. As
required under Public Liability Insurance Act, 1991, the company has
taken necessary insurance cover.

TRADING AND DEMAT FACILITIES FOR SHARES'.

The company shares are listed in Bombay Stock Exchange (BSE). Company
got ISIN No.lNE 806J01013 and demat facilities with Central Depository
Services (India) Limited, (CDSL) and with National Securities
Depository Limited (NSDL) for the equity shares of the company

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with the Listing Agreement, the Management discussion and
analysis report is annexed hereto in Annexure - IV and forms part of
the Directors' Report.

CORPORATE GOVERNANCE

The Company has complied with the various requirements of Corporate
Governance. The details in this regard form part of this report in
Annexure - V.

RESPONSIBILITY STATEMENT

The Directors confirm:

a. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same.

b. That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company for the period.

c. That they have taken proper and sufficient care of the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe guarding the assets of the company and for
preventing and detecting fraud and other irregularities.

d. That they have prepared the annual accounts on a going concern
basis.

ACKNOWLEDGEMENTS

I place on record my appreciation and gratitude to all the employees
and others who had extended their support and co-opeation during the
year to achieve the targeted goals of the Company. In particular I am
greatful to various officials of the Govt, especially from the Govt, of
India, the Ministry of Chemicals & Fertilizers, Finance Ministry,
Ministry of Environment & Forests, Promoter Company i.e. HOCL and Board
Members. I would like to convey my sincere appreciation to our valued
Customers, Suppliers, Statutory Bodies, Investors, Banks & FIs etc for
the continued support. In conclusion I am fully confident that with the
continued support from all of you my urge to place your Company in the
pedestal of success will not be unrealistic.